WAFER SUPPLY AND SERVICES AGREEMENT AMENDMENT ONE

 

 

AMENDMENT ONE TO THE WAFER SUPPLY AND SERVICES AGREEMENT

 

THIS AMENDMENT ONE TO THE SKYWORKS WAFER SUPPLY AND SERVICES AGREEMENT (the “ Amendment One ” ) is entered into as of May 2, 2003 (the “Amendment One Effective Date” ) by and between JAZZ SEMICONDUCTOR, a Delaware limited liability company ( “ Jazz ” or “Company” ) , and SKYWORKS SOLUTIONS, INC., a Delaware corporation ( “Skyworks” ).

 

RECITALS

 

A.                                     Conexant Systems , Inc. (“Conexant”), Company, and Carlyle Capital Investors , L.L.C. entered into a Contribution Agreement dated February 23, 2002 pursuant to which Conexant contributed to Company the assets used to provide specialty process foundry services and to manufacture semiconductor wafers at a facility in Newport Beach, California (the “Newport Beach Fab” ).

 

B.                                     A WAFER SUPPLY AND SERVICES AGREEMENT was entered into as of March 30, 2002, by and between CONEXANT SYSTEMS , INC. , a Delaware corporation ( “ Conexant ” ) , and SPECIALTYSEMI , INC. , a Delaware corporation currently known as Jazz Semiconductor (the “CNXT Supply Agreement” ) .

 

C.                                     Skyworks was formed in June , 2002 through the completion of the merger between Alpha Industries, Inc. and Conexant’s wireless communications business and Skyworks, under a separate agreement with Conexant dated June 25, 2002, agreed to assume a portion of the volume commitment set forth in the CNXT Supply Agreement and undertook other related obligations (“SWKS CNXT Supply Agreement ”). Jazz acknowledges the Skyworks wafer purchases to date have been counted toward Conexant’s volume commitment as set forth in Section 2.1(f) of the CNXT Supply Agreement. Section 2.1(f) of the CNXT Supply Agreement is attached for reference purposes as Exhibit  H.

 

D.                                     The CNXT Supply Agreement contains Section 2.1 (f)  (iii) , stating each Conexant Spin-off (a “Participating Spin-off” ) may enter into a separate agreement with Jazz containing all of the terms and conditions of the CNXT Supply Agreement. Skyworks acknowledges that the SWKS CNXT Supply Agreement specifically excludes Section 2.1(f) (Purchase for Certain Entities) and 6.2 (Wafer Credits). Pursuant to Section 2.1(f)(iii) of the CNXT Supply Agreement , Skyworks and Company entered into THE SKYWORKS WAFER SUPPLY AND SERVICES AGREEMENT ( the “SWKS Supply Agreement ” ) as of May 2, 2003.

 

E .                                       Skyworks and Jazz wish to modify certain terms contained in the SWKS Supply Agreement regarding (1) the Jazz Wafer Capacity Commitment;  (2) the [. . . *** . . .] for the manufacturing of the Skyworks silicon demand;  (3) second sourcing for the manufacturing of Skyworks silicon demand; and (4) Contract Pricing. Skyworks desires a longer term and more definitive additional capacity assurances, and Jazz desires a more definitive commitment regarding the manufacturing requirement for Skyworks ’ product demand .

 

NOW, THEREFORE , in consideration of the mutual covenants and agreements contained in the SWKS Supply Agreement, and in this Amendment One, the Parties agree as follows:

 

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AGREEMENT

 

1.                Definitions . Capitalized terms not expressly defined elsewhere in this Amendment One have meanings as set forth in this Section 1, or if not listed in this Section 1 then as set forth in the SWKS Supply Agreement. All references to “Section” shall be to the sections of this Amendment One, unless expressly stated otherwise.

 

1.1.                               “ China Fab ” means either i) the ASMC fabrication facility that Jazz establishes in China or ii) the SMIC fabrication facility that Jazz establishes in China.

 

1.2.                               “ Customer Qualification Requirement ” means a requirement imposed on Skyworks by a Skyworks ’ customer. By way of example, the Customer Qualification Requirement may include specific requirements for fabrication, such as the location and ownership of a second source fabrication facility.

 

1.3.                               “ Initial Standard Yield ” means, for each semiconductor part in production on the Amendment One Effective Date (excluding those identified in Exhibit  K ), the standard yield set forth in Exhibit A. For a new semiconductor part having a first production after the Amendment One Effective Date , the Initial Standard Yield shall be established as the numerical average of the Probe Yield from the first [. . . *** . . .] production lots , provided the [. . . *** . . .] production lots have a standard deviation in Probe Yield of [. . . *** . . .] or less.

 

1.4.                               “ Jazz Fabs ” mean the (1) Newport Beach Fab facility located in Newport Beach ; and (2) the China Fabs.

 

1.5.                               “ Move ” means the completion of an individual stage in the process of fabricating a Wafer at any Jazz Fab as described in SWKS Supply Agreement Exhibit B, Schedule 2.2

 

1.6.                               “ Party ” means either Skyworks or Jazz , individually, as the context requires, and Parties means Skyworks and Jazz , collectively.

 

1.7.                               “ Process Mix ” means the particular combination of process technologies featured within an offered process classification available at the Jazz Fabs.

 

1.8.                               “ Probe Yield ” is calculated for each wafer as the number of good dies electrically tested and passed at probe versus the total number of die expected to be capable die on the tested wafer.

 

1.9.                               “ Part ” or “ Semiconductor Part ” means a Skyworks semiconductor device with a unique part number based on the traditional assignments of part numbers by Skyworks to date.

 

1.10.                     “ Reset Standard Yield ” means the yield value determined in a yield update as set forth in Section  11.3.

 

1.11.                         “ Standard Yield ” means the Initial Standard Yield or, if the yield for a semiconductor part has been reset pursuant to a yield update, then the Standard Yield means the Reset Standard Yield.

 

1.12.                         “Uncommitted Available Capacity” means, at any given time, the capacity controlled by Jazz that is uncommitted after excluding all capacity necessary to fulfill Jazz’s commitments under this Wafer Supply Agreement, the CNXT Supply Agreement (excluding the Skyworks Purchase Obligation), and Jazz contractual obligations to other third parties under supply agreements or purchase orders previously accepted by Jazz.

 

1.13.                         “ Wafer ” means a semiconductor wafer to be processed, prepared, and tested at a Jazz Fab, and includes a variety of individual semiconductor parts including Production Wafers, Pizza Mask Wafers, and Risk Materials.

 

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1.14.                         “ WSPD ” means Wafer Starts Per Day, and is a number of Wafers that may commence processing in a single day at the Jazz Fabs.

 

1.15.                         “ Standard Delivery Schedule ” means the number of calendar days to manufacture a part using the cycle times set forth in Exhibit I, and starting from the Jazz confirmed start dates.

 

2.               Requirement and Forecast for [. . . *** . . .]

 

2.1.                               For the first 90 days following the Amendment One Effective Date Skyworks shall use its commercially best efforts to place orders for [. . . *** . . .] in accordance with the forecast by Skyworks as set forth in exhibit L.

 

2.2.                               Within thirty (30) days after the Amendment One Effective Date and [. . . *** . . .] prior to the start of each [. . . *** . . .] thereafter, Jazz shall provide a [. . . *** . . .] rolling report for the anticipated need for [. . . *** . . .] WSPD to load the Newport Beach Fab (“the Anticipated Load”). After the time period of Section 2.1, Skyworks shall place orders for [. . . *** . . .] Wafers up to the Anticipated Load, but not to exceed Skywork’s requirements for [. . . *** . . .] parts qualified at the Newport Beach Fab. Skyworks shall use diligent commercially best efforts to qualify existing and new [. . . *** . . .] parts at the Newport Beach Fab. If, in any month after [. . . *** . . .], Jazz fails to achieve [. . . *** . . .] days per layer cycle time on at least [. . . *** . . .]% or better of [. . . *** . . .] lots, then Skyworks shall be relieved of its obligation to place orders for any [. . . *** . . .] parts under this Section 2.2. Skyworks shall resume its purchases under this Section when the cycle time has improved to [. . . *** . . .] days per layer cycle time on at least [. . . *** . . .]% of [. . . *** . . .] lots or better.

 

2.3.                               Forecast

 

2.3.1.                      Initial Forecast . Exhibit L is the initial forecast for Skyworks’ projected total WSPD, which will be updated according to the procedure set forth in Section 2.3.2.

 

2.3.2.                      Rolling Forecast . Skyworks shall provide to Jazz a [. . . *** . . .] rolling forecast by [. . . *** . . .]. The rolling forecast will provide an estimate of Skyworks’ projected total WSPD requirements for each [. . . *** . . .], and will allocate the total WSPD requirements according to fab-only Wafers and fab/probe Wafers. By way of convention, the forecast months will be referred to as follows in a [. . . *** . . .] rolling forecast:

 

[. . . *** . . .]

 

2.4.                               Volume Commitment . Skyworks hereby makes a volume commitment to the WSPD in each [. . . *** . . .] rolling forecast according to the following schedule  ( the “ Skyworks Wafer Volume Commitment ” ) . Skyworks acknowledges and affirms the Skyworks Wafer Volume Commitment for any [. . . *** . . .] shall not be less than the “take or pay” purchase obligations set forth in Section 2.1 of the SWKS Supply Agreement ( the “ Skyworks Purchase Obligation ” ), provided Jazz makes a capacity commitment sufficient to meet the “take or pay” Skyworks Purchase Obligation.

 

2.4.1.                      [. . . *** . . .] of the forecast WSPD at the forecasted Process Mix, but in no event less than the Skyworks Purchase Obligation .

 

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2.4.2.                      [. . . *** . . .] of the forecast WSPD , but in no event less than the Skyworks Purchase Obligation, but Skyworks reserves the right to adjust the Process Mix within the available capacity of each process in the Jazz Fabs .

 

2.4.3.                      [. . . *** . . .] of the forecast WSPD , but in no event less than 100% of the Skyworks Purchase Obligation, but Skyworks reserves the right to adjust the Process Mix within the available capacity of each process in the Jazz Fabs.

 

2.4.4.                      [. . . *** . . .] of the forecast WSPD , but in no event less than 100% of the Skyworks Purchase Obligation, but Skyworks reserves the right to adjust the Process Mix within the available capacity of each process in the Jazz Fabs.

 

2.4.5.                      [. . . *** . . .] But for the Skyworks Purchase Obligation, Skyworks makes no commitment to any WSPD or particular Process Mix for [. . . *** . . .].

 

2.5.                               Credit Against CNXT Supply Agreement . Jazz shall continue to expressly credit Conexant for Conexant’s volume commitment as set forth in Section 2.1(f) of the CNXT Supply Agreement for all purchases of Wafers by Skyworks (the “Contract Credit”) under the SWKS Supply Agreement and any amendments thereto including this Amendment One. However, upon a showing by Skyworks that Conexant is not applying the Contract Credit to the SWKS CNXT Supply Agreement, Jazz will, upon Skywork’s request, provide to Conexant evidence of Skyworks qualifying purchases. Jazz agrees to credit Skyworks for payments Jazz receives from Skyworks, and further agrees to credit Skyworks that portion of Conexant’s volume commitment that Conexant claims as originating from Skyworks; and Jazz agrees not to accept a double payment for that portion.

 

2.6.                               Cycle Time Increase .

 

2.6.1.                      Exhibit I sets forth target cycle times for parts and may be updated by written mutual consent of the parties. For any increase in a target cycle time that may increase the Standard Delivery Schedule for a part by more than [. . . *** . . .] days, Jazz shall make commercially reasonable efforts to provide a minimum of [. . . *** . . .] advance written notice to Skyworks, and Skyworks will use commercially reasonable efforts to update Exhibit I to reflect the increase in the cycle time and to accommodate the increase into its Wafer forecast. If the Purchase Order process reflects a decrease in cycle time for any part other than for expedited or priority lots, then the Parties agree to cooperate to update Exhibit I to reflect the decreased cycle time. The updated cycle times in Exhibit I will become the new target cycle times.

 

2.6.2.                      Jazz shall make commercially reasonable efforts to maintain a cycle time for each part that is no more than [. . . *** . . .] % over the target cycle time for that part as set forth in Exhibit I, as updated.

 

2.6.3.                      If any part has a delay in delivery of more than [. . . *** . . .] days in the Standard Delivery Schedule for that part, then Skyworks may reduce its Wafer Volume Commitment by a number of Wafers equal to the percentage increase in cycle time as compared to the Cycle Times set forth in Exhibit I multiplied by the WSPD of the part having the increase, and Skyworks may move such Wafers to a non-Jazz fab facility; provided, however, that any Wafer reduction may be used to reduce the Wafer Volume Commitment only for (i) the part(s) experiencing the cycle time increase or (ii) parts having a similar mix in technology as the part(s) having the cycle time increase, or if neither (i) or (ii) is reasonably available to Skyworks to move taking into account limitations Skyworks may have due to customer qualification issues, then (iii) any part(s) by mutual agreement taking into account Skyworks customer qualification requirements. Notwithstanding the foregoing, (i) 

 

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Skyworks may not reduce its Wafer Volume Commitment if such part delay was caused by changes requested by Skyworks; and ii) Skyworks, for a period of [. . . *** . . .] days, may not reduce its Wafer Volume Commitment for a part under this section if Skyworks failed to maintain a loading variance equal to or less than [. . . *** . . .]% week to week. Skyworks will resume the wafers that were removed at the start of the next month after which the bottleneck has been cleared and cycle times have returned to the Exhibit I cycle times.

 

3.                Capacity

 

3.1.                               Initial Capacity Commitment. Exhibit M sets forth the initial capacity commitment by Jazz, which will be updated according to the procedure set forth in Section 3.2.

 

3.2.                               Wafer Capacity . Within [. . . *** . . .] of receipt of the Skyworks rolling forecast in accordance with Section  2.3.2, Jazz, for each [. . . *** . . .] in the then current rolling forecast, shall provide in writing a rolling capacity commitment identifying the Jazz Fab at which each product will be manufactured (the “ Jazz Wafer Capacity Commitment ”) . Jazz shall use commercially reasonable efforts to provide a Jazz Wafer Capacity Commitment sufficient to meet the Skyworks rolling forecast for each [. . . *** . . .] . The capacity commitment by Jazz shall not be less than the commitment provided the [. . . *** . . .], unless Skyworks’ forecast decreases for the commitment period, and then the Jazz Wafer Capacity Commitment may only decrease to the decreased amount. Should Skyworks increase a forecast from the previous [. . . *** . . .], and Jazz confirms the higher forecast amount, the Jazz Wafer Capacity Commitment will then be set at the confirmed higher forecast amount. If Jazz is unable to provide Skyworks with a capacity commitment sufficient to meet the Skyworks forecast, then Skyworks may reduce its forecast by the amount of the capacity shortfall and move such Wafers to a non-Jazz fab facility; provided, however, that any Wafer reduction may be used to reduce the forecast only for (i) part(s) for which Jazz failed to meet Skyworks’ forecast or (ii)  part(s) having a similar mix in technology as the part(s) for which Jazz failed to meet Skywork’s forecast, or if neither (i) or (ii) is reasonably available to Skyworks to move taking into account limitations Skyworks may have due to customer qualification issues, then (iii) any part(s) by mutual agreement taking into account Skyworks customer qualification requirements.

 

3.3.                               The Jazz Wafer Capacity Commitment shall be in addition to any shortfall capacity, if any, that Jazz provides to meet a Wafer shortfall. By way of example, a Wafer shortfall may be due to a failure to meet the yield guarantee of Section 11.1, a failure to meet the Jazz Wafer Capacity Commitment in a prior [. . . *** . . .], a failure to meet quality requirements, or a process interruption and/or failure.

 

3.4.                               Process Changes . Any process change must be in accordance with the Process Change Notification (PCN) procedures set forth in Exhibit G.

 

3.5.                               Probe Capacity . Jazz shall offer to Skyworks probe capacity that has been qualified by Skyworks. For purposes of this Amendment, qualified probe capacity shall mean that probe capacity at a particular probe location that has passed Skyworks quality processes, and for which Skyworks has provided Jazz a notification of such qualification. Jazz shall allocate probe capacity at the Jazz Newport Beach Facility in proportion to the Skyworks wafer loading at the Jazz Newport Beach Facility as compared to the total Capacity at the Jazz Newport Beach Facility. If additional probe capacity is needed in excess of that available at the Jazz Newport Beach Facility, when considering wafer loading, then Jazz shall notify Skyworks of the quantity

 

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of Wafers that need the additional probe service, and Skyworks may either (1) provide fab only purchase orders above the Skyworks Wafer Volume Commitment and assume all costs, and logistical and engineering responsibilities related to the probe of such wafers; or (2) Jazz shall arrange for, and Skyworks shall bear the [. . . *** . . .] costs associated , with probe service using a probe service provider pre- approved by Skyworks in writing. Within sixty ( 60 ) days of receiving the notice of additional probe service needs, Skyworks may notify Jazz that the quantity of Wafers that need additional probe services will be accepted as fab-only Wafers . Jazz shall further provide Skyworks with sixty (60) days advance notification for new products being transferred to a new probe location and thirty (30) days advance notification for existing products with established test programs qualified at Jazz. No more than one product per month, and not to exceed two per quarter,  will be transferred to a second probe location unless mutually agreed upon in writing or electronic mail . Skyworks shall provide thirty ( 30 ) day advance written notice of change in any wafer probe time/test program of more than ten percent ( 10% ) . If Skyworks gives less than thirty (30) days notice for an increase in probe time/test program of more than 10%, at Skyworks request, Jazz will use commercially reasonable efforts to reallocate test resources in a way to accommodate Skyworks test needs, provided that (i)  Skyworks ’ products stay within the Probe Test Capacity allocated to Skyworks and (ii) the Skyworks Wafer Volume Commitment shall not be reduced due to the reallocation and (iii)  the invoicing by Jazz and payment by Skyworks for delayed lots due to the reallocation shall be in accordance with the original shipping schedule.

 

3.6.                               Priority of Commitment . The Jazz Wafer Capacity Commitment shall be made with consideration of the cycle times required by Skyworks, as set forth in Exhibit I. Under no circumstance shall Jazz knowingly commit to deliver to Skyworks an overall capacity, when considering all Jazz customers, in excess of its actual Capacity for any [. . . *** . . .].

 

3.7.                               Provided Skyworks has cooperated with the [. . . *** . . .] Qualification requirements as described in Exhibit E, Skyworks may Submit purchase orders to Jazz and Jazz shall accept such Purchase Orders, at the price and upon the terms and conditions contain herein, up to the Uncommitted Available Capacity at the time of receipt of such Purchase Order.

 

4.                [. . . *** . . .]

 

4.1.                               Currently Manufactured Parts. Only for the [. . . *** . . .] following the Amendment One Effective date, Jazz’s [. . . *** . . .] for the manufacturing of the parts identified in Exhibit J -1, shall not be subject to the conditions and or limitations of section 4.2.

 

4.2.                               Volume . Subject to the limitations of this paragraph, Skyworks will [. . . *** . . .] on a part-by-part basis. [. . . *** . . .] will not apply to (i) the semiconductor parts identified on Exhibit J –2, (ii)  any .18um or smaller CMOS - technology (iii) provided Skyworks is fully cooperating, as set forth in Exhibit E, with the qualification of [. . . *** . . .] , that portion of Wafers moved by Skyworks to a non-Jazz fab pursuant to Section 3.2, and (iv) any part, or derivative of that part, for which Jazz had a [. . . *** . . .] and [. . . *** . . .] was released. Jazz’s [. . . *** . . .] shall be effective provided Jazz is competitive in price, technology, time of delivery, delivery performance, meeting Customer Qualification Requirement, cycle times, quality, and comparable yield performance for similar volumes of such parts. Absent a Skyworks Customer Qualification Requirement, Jazz’s [. . . *** . . .] for the semiconductor parts identified on Exhibit J-3 shall be effective provided Jazz is competitive in price, technology, time of delivery, delivery performance, cycle times, quality, and comparable yield performance for similar volumes of such parts.

 

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4.2.1.                      Jazz may periodically, or upon Skyworks request, not to exceed once per quarter, provide to Skyworks a projection of available capacity. The projection shall include pricing for the available process technologies. The projection shall also provide a projection of probe capacity and probe pricing.

 

4.2.2.                      At the time Skyworks firmly identifies a fabrication need for a semiconductor part subject to the [. . . *** . . .] of Section 4.2, Skyworks shall give [. . . *** . . .] to Jazz. Skyworks shall notify Jazz of the fabrication need using a request for quotation process, and Jazz shall respond in the time allotted in the request, and in no event less than [. . . *** . . .] . Skyworks shall notify Jazz within [. . . *** . . .] of determining that any fabrication requirement subject to the [. . . *** . . .] may be awarded to any foundry other than a Jazz facility and identify the basis for such decision [. . . *** . . .]  The [. . . *** . . .] notice shall be made by Skyworks in good faith, and be based on [. . . *** . . .] for similar volumes of such parts. Both Parties agree to operate in good faith , to make commercially reasonable efforts to resolve issues in a timely manner. The [. . . *** . . .] notice to Jazz shall include non-confidential information regarding the specific reason(s) for the [. . . *** . . .] , which may include information regarding [. . . *** . . .]. Within three (3) business days of receiving such [. . . *** . . .] notice, Jazz shall either (a) [. . . *** . . .] , or (b) provide Skyworks with a revised Jazz proposal to [. . . *** . . .]. If after the submission of the revised Jazz proposal, Skyworks , in good faith, determines that the revised Jazz proposal is not [. . . *** . . .], Skyworks shall notify Jazz thereof (“Second Notice”). If Jazz, in good faith, believes the revised Jazz proposal to be [. . . *** . . .], then Jazz may request each Party’s CEO (or, if unavailable, his or her designated member of senior management) meet within ten (10) business days of the Second Notice to review the reasons for such release or termination and to allow for a final modification of the Jazz proposal. If, after the CEO meeting or upon expiration of the (10) ten business day meeting period (if no meeting has been requested), Skyworks, in its sole but good faith discretion, finds that Jazz is still not [. . . *** . . .] as set forth in Section 4.2 then [. . . *** . . .] for that part. Skyworks acknowledges that the [. . . *** . . .] for the manufacture of the part shall be made only after [. . . *** . . .] under the terms of this Section.

 

4.2.3.                      If Skyworks selects Jazz for the new Wafer fabrication need, then Skyworks shall add the new part to rolling forecast and provide for a wafer volume commitment as set forth in Section 2.3.2, and Jazz shall provide a wafer capacity commitment for such part as set forth in Section 3.

 

5.                Pricing .

 

5.1.                               [. . . *** . . .] Pricing . Provided Skyworks places orders in accordance with Sections 2.1 and 2.2, then the [. . . *** . . .] pricing shall be determined as set forth in Exhibit B.

 

5.2.                               Existing Product Pricing (other than [. . . *** . . .]):

 

5.2.1.                      Basic Wafer Pricing for Existing Products through November 1, 2005. Exhibit J-1 sets forth Existing Products. Basic Wafer Pricing is exclusive of the pricing for Probe Services. Basic Wafer Pricing for an Existing Product Lot shall be the Price as set forth in Exhibit B.

 

5.2.2.                      Basic Wafer Pricing for Existing Products after November 1, 2005 . Exhibit J-1 sets forth Existing Products. Basic Wafer Pricing is exclusive of the pricing for Probe

 

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Services. Basic Wafer Pricing for an Existing Product Lot shall be the lower of: (1) Best Nation Pricing pursuant to Section 5.2.2.1; (2) Market Pricing pursuant to Section 5.2.2.2; or (3) the Basic Wafer Price pursuant to Exhibit B, section 2.

 

5.2.2.1.                                     Best Nation Pricing . Jazz agrees to provide Skyworks pricing no greater than the Best Nation Pricing defined as equal to the lowest priced customer for similar technologies and volumes.

 

5.2.2.2.                                     Market Pricing . Market Price may be reviewed quarterly, and will be based on (1) the lowest verified current price offered by [. . . *** . . .] for similar technologies and similar Wafer volumes; or (2)  if Skyworks receives [. . . *** . . .] , then the average of the verified lowest current price of [. . . *** . . .] for similar technologies and similar Wafer volumes ; provided that if the lowest price of [. . . *** . . .] is [. . . *** . . .] or more below the average of [. . . *** . . .] , then Market Price will be set in accordance with section (1).

 

5.3.                               New Product Pricing .

 

5.3.1.                      Basic Wafer Pricing New Products shall be all products not identified on Exhibit J. Basic Wafer Pricing is exclusive of the pricing for Probe Services. Basic Wafer Pricing for a New Product Lot shall be the lower of: (1) Best Nation Pricing pursuant to Section 5.2.2.1; (2) Market Pricing pursuant to Section 5.2.2.2; or (3) Ceiling Pricing pursuant to Section 5.3.2.

 

5.3.2.                      Ceiling Pricing . Exhibit B sets forth a Ceiling Price for selected process technologies in production as of the Amendment One Effective Date. The Parties agree to meet in good faith to determine a Ceiling Price for new process technologies put into production after the Amendment One Effective Date , and will update Exhibit B to add the Ceiling Price for these new process technologies .

 

5.4.                               Shuttle Pricing. Shuttle pricing shall be as set forth in Exhibit C.

 

5.5.                               Budgetary Pricing. Jazz and Skyworks shall meet in [. . . *** . . .] to review Jazz pricing issues, and Jazz will provide to Skyworks the Jazz pricing roadmap.

 

5.6.                               Probe Service Pricing. Probe pricing for a Wafer shall be set at of the price computed under the cost per test-hour as set forth in Exhibit D, as amended